2) Remuneration policy for non-executive directors (NEDS).


Appointment letters are currently for three years but NEDs will be subject to annual re-election going forward. Appointments may be terminated by either party without notice. Fees for the non-executive directors are determined by the Board, based on a range of external information and advice set within the aggregate limits contained in the Articles of Association. The current aggregate limit for fees paid to NEDs is £1,500,000, increased from £1,000,000 at the 2010 AGM.

Appointment of new Chairman, John Stewart

John Stewart was appointed Chairman on 1 March 2010. His fee on appointment of £325,000 pa was the same as the outgoing Chairman, Sir Rob Margetts. At least 50% of the fee, after UK tax, must be delivered in Legal & General shares.

During 2010, the new Chairman, John Stewart, commenced a review of the members of the Board committees which includes consideration of whether the roles and responsibilities of the NEDs have broadened in scope and time commitment given the added emphasis being placed on corporate governance and risk oversight. This review will continue into 2011. Therefore, it was determined that currently there will be no change to fees and the current fees will continue to apply at present:

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NED fees

 

Chairman

£325,000

Chairman of the Remuneration Committee, Vice Chairman and Senior Independent Director

£110,000

Chairman of the Audit Committee

£90,000

All other non-executive directors

£65,000

NEDs must use at least 50% of their fees, after UK tax, to buy Legal & General shares. Fees paid to non-executive directors are non-pensionable. In addition to their fees, directors are entitled to be reimbursed for expenses properly and reasonably incurred in respect of their office. No further remuneration is payable.

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NED

Date of initial appointment

Current letter of appointment start date

Current letter of appointment end date

Sir Rob Margetts

June 1996

May 2008

Retired 1 March 2010

John Stewart

January 2010

January 2010

AGM 2013

Sir David Walker

March 2002

February 2008

AGM 2011

Henry Staunton

May 2004

May 2010

AGM 2013

James Strachan

December 2003

December 2009

AGM 2013

Rudy Markham

October 2006

October 2009

AGM 2013

Dr Ronaldo Schmitz

October 2000

September 2006

Retired 26 May 2010

Frances Heaton

July 2001

May 2010

Retired 2 November 2010

Dame Clara Furse

June 2009

June 2009

May 2012

Nick Prettejohn

November 2010

November 2010

November 2013

Going forward it is proposed that all directors stand for re-election annually. The Board will therefore be subject to annual re-election at the 2011 AGM in accordance with requirements under the UK Corporate Governance Code except Sir David Walker who will step down after the AGM having completed nine years on the Board.

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